Cost Sharing Agreement - Bosk Apartments Recreation Trail
Cost Share Agreement: Bosk Apartments
May 28, 2025 FINAL
Page 1 of 9
5691232.1
COST SHARING AGREEMENT
(Bosk Apartments Recreation Trail)
THIS COST SHARING AGREEMENT (“Agreement”) is made effective on _____________, 2025 by and
between the Town of Avon, Colorado, a Colorado home rule municipality (“Town”), and TPC Avon MF
Property Owner LLC, a Delaware limited liability company (“TPC”), each a “Party” and collectively the
“Parties.”
WHEREAS, TPC owns property within the Town and legally described on Exhibit A: BOSK
APARTMENTS DEVELOPMENT attached hereto that it is currently in the process of developing (the
“Bosk Apartments Development”);
WHEREAS, the Town has a 25 foot wide easement in the property located adjacent to the Bosk
Apartments Development (the “Town Property”);
WHEREAS, in connection with the Bosk Apartments Development, TPC and the Town desire to complete
the grading for a recreation trail and complete related improvements constructed within and along the Town
Property and Bosk Apartments Development, respectively, which will serve to enhance the Bosk
Apartments Development and the Town’s community (the “Project”);
WHEREAS, the estimated cost of the Project is Five Hundred Thousand Dollars ($500,000) and the Parties
have agreed to share such cost subject to the terms and conditions set forth in this Agreement ; and
WHEREAS, the Parties desire by virtue of this Agreement to identify the scope of the Project, the
responsibities for the design and construction of the Project, the cost sharing associated with the Project, and
the ongoing responsibilities for the maintenance of the Project.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
Parties agree as follows:
1. Incorporation of Recitals. The Parties confirm and incorporate the foregoing recitals into this
Agreement.
2. Scope of the Trail Project. The Project shall be constructed and located as described in Exhibit B:
PROJECT DESCRIPTION.
3. Responsibilities of TPC. TPC will be responsible for the design, construction and completion of the
Project to the Town’s reasonable satisfaction. TPC’s responsibilities, include, without limitation,
contracting and supervision of the Project, subject, however, to the Town’s review, comment and written
approval (which shall not be unreasonably withheld, conditioned or delayed) with respect to the design
plans, materials to be used, and the contractors to be selected. TPC will advise the Town of the timeline
for the Project, will provide the Town copies of TPC’s agreements with the contractors engaged to
complete the Project, and will provide updates on the progress of the Project upon the Town’s request.
In addition, and upon completion of the Project, TPC shall provide the Town with an as-built survey of the
06/03/2025
Cost Share Agreement: Bosk Apartments
May 28, 2025 FINAL
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5691232.1
Project. The Town acknowledges that the design plans have already been provided to the Town, and
the Town has approved such plans.
4. Project Costs. It is estimated that to complete the Project it will cost Five Hundred Thousand Dollars
($500,000). The Parties acknowledge and agree the actual Project costs may be higher or lower than
those estimated. The Project costs will be split equally between the Parties; provided, however, in no
event will the Town’s responsibility for costs under this Agreement exceed Two Hundred Fifty Thousand
Dollars ($250,000).
5. Reimbursement of Third Party Project Costs. When the Project has been completed to the Town’s
reasonable satisfaction, TPC shall calculate and send the Town an itemized invoice for its share of the
third party Project costs (not to exceed Two Hundred Fifty Thousand Dollars ($250,000)) along with all
supporting documentation associated with such calculation and itemized invoice. The Town agrees to
pay all undisputed amounts under such invoice within 30 days of receipt.
6. Records and Audits. TPC shall at all times maintain a system of accounting in accordance with
generally accepted accounting principles, together with supporting documentation for all work,
purchases, and costs under this Agreement. TPC shall retain all such accounting records and
documentation for at least two (2) years after the completion of the Project. The Town has the right
(at the Town’s sole cost) to audit the accounting records and documentation of TPC related to the
Project at any time during the period of this Agreement and for two (2) years after the completion of
the Project. Except to the extent TPC disputes the results of the Town’s audit, TPC shall refund to the
Town any charges determined by the Town’s audit to be inconsistent with this Agreement. In the
event of a dispute, the Parties shall have all rights and remedies available to them at law or in equity.
7. License Granted to TPC. The Town grants TPC and its contractors the personal privilege and
permission to enter upon the Town Property within the Project area to complete the Project.
8. Acceptance by Town. Upon competion of the Project, Town shall have thirty (30) days after
receiving notice of completion to inspect and verify the completion of the Project. Town shall either
accept the completion of the improvements in writing or shall indicate in writing those items which are
not constructed in substantial conformity with the specifications of the Project and request those
items are corrected. There shall be no warranty period upon final acceptance by Town for those
items in the Project for which the Town agrees to maintain as described in Paragraph 10. below.
Notwithstanding anything to the contrary set forth in this Agreement, no Certificates of Occupancy
(CO) for the Bosk Apartments Development will be issued until the Project is completed to the
Town’s reasonable satisfaction.
9. Maintenance by TPC. After completion of the Project, during such period of ownership, the then
existing property owner of the Bosk Apartments Development agrees, at its sole cost and expense,
to maintain, repair and/or replace any retaining walls or anything on the retaining walls that are
constructed or installed as a part of the Project. Notwithstanding the foregoing, the property owner of
the Bosk Apartments Development shall not be responsible for, and shall not have any obligation to
maintain, any of the Town Maintenance Items (as defined below).
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May 28, 2025 FINAL
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10. Maintenance by Town. After completion of the Project, Town and its successors and permitted
assigns agree, at their sole cost and expense, to maintain, repair and/or replace any landscaping,
pathway, electrical installations, irrigation and any other improvements related to the recreation trail
within the Town’s recreation trail easement area (collectively, the “Town Maintenance Items”),
which are constructed as part of this Project or later installed by the Town of Avon. Notwithstanding
the foregoing, the Town shall not be responsible for, and shall not have any obligation to maintain,
the retaining walls which are constructed by TPC as part of this Project.
11. Insurance. TPC shall, or shall require its contractor(s) performing work funded by, or in furtherance
of, this Agreement to, obtain and maintain, at their own cost and expense, at all times during the term
of this Agreement: (a) Commercial General Liability Insurance with a limit of liability of at least One
Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) general aggregate,
and which provides coverage for bodily injury, death, damage to or destruction of property of others,
including loss of use thereof, and including products and completed operations and (b) Workers’
Compensation Insurance as required by law. Such Commercial General Liability Insurance policies
shall include the Town as an additional insured. Each of such insurance policies shall contain a
waiver of subrogation for the Town’s benefit. Further, the insurance coverages identified in this
Section 11 will be primary and noncontributory with respect to any insurance maintained by the
Town. Upon the Town’s request, TPC shall provide the Town with Certificates of Insurance and
additional insured endorsements evidencing the coverages required by this Section 11. The
Certificates of Insurance shall provide that such insurance will not be altered or canceled by the
issuing company without a minimum of 30 days (10 days for non -payment of premium) prior written
notice to the Town.
12. Cooperation. The Parties agree to cooperate with one another in accomplishing the terms, conditions,
and provisions of this Agreement, and will execute such additional documents as may be reasonably
necessary to effectuate the same.
13. Default and Right to Cure. In the event that any Party shall be in default of this Agreement, the
non-defaulting Party shall provide written notice to the defaulting Party specifically describing the
default. The Party allegedly in default shall have 30 days from the date of such notice to cure the
default. If such default is not so cured then, at the election of the non-defaulting Party, the non-
defaulting Party may pursue an action for specific performance, damages, or both.
14. No Third Party Rights. There are no third party beneficiaries of this Agreement and nothing in this
Agreement, express or implied, is intended to confer on any person other than the Parties hereto (and
their respective successors and permitted assigns), any rights, remedies, obligations or liabilities.
15. Compliance with Laws. In connection with its obligations under this Agreement, TPC must comply with
all Town codes, requirements, standards and specifications, as well as all other applicable law.
16. Notices. Any notice, request, or demand required or permitted to be given by either Party to the other
under this Agreement, shall be in writing and signed by or on behalf of the Party giving the notice and
addressed to the other Party at the address set forth below:
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May 28, 2025 FINAL
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5691232.1
If to the Town:
Town of Avon
Attn: Town Manager
P.O. Box 975
Avon, Colorado 81620
townmanager@avon.org
Town of Avon
Attn: Town Attorney
P.O. Box 975
Avon, Colorado 81620
townattorney@avon.org
If to TPC:
TPC Avon MF Property Owner LLC
7001 E. Belleview Ave., Ste. 650
Denver, CO 80237
Attn: Jeff Farmer & Troy Peterson
Jeff.farmer@primew.com
Troy.Peterson@primew.com
A Party may change its address for notices by providing notice of the change of address in writing. Each
notice, request, or demand shall be deemed sufficiently given, served, or sent for all purposes hereunder (i)
three (3) days after it is mailed by United States certified mail, return receipt requested, with postage prepaid,
(ii) upon personal delivery, (iii) one (1) business day after deposit with any recognized commercial air courier
or express service, or (iv) upon acknowledgement of receipt of communication by email.
17. Assignment. Neither Party may assign this Agreement or any of such Party’s rights or obligations
hereunder without the prior written consent of the other Party. This Agreement shall be binding on
and inure to the benefit of the Parties and their respective permitted successors and assigns.
Notwithstanding the foregoing, upon completion of the Project, TPC’s obligation to maintain the
retaining walls shall run with the land and shall be automatically assigned to subsequent owners of
the Bosk Apartments Development property.
18. Recordation. This Agreement shall be recorded with the Eagle County Clerk and Recorder and shall
run with the land.
19. Complete Agreement; Modifications. This Agreement, together with its Exhibits, contains the entire
understanding of the Parties and supersedes all verbal or prior written agreements, arrangements, and
understandings of the Parties relating to the subject matter stated herein. The Parties further intend that
this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic
evidence may be introduced to reform this Agreement in any judicial proceeding involving this
Cost Share Agreement: Bosk Apartments
May 28, 2025 FINAL
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5691232.1
Agreement. There shall be no modifications of this Agreement except in writing, executed by the Parties
with the same formalities as this instrument.
20. Severability. If any provision of this Agreement is held invalid or unenforceable by a court with
competent jurisdiction, the remainder of this Agreement shall not be affected and each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
21. No Waiver. The failure of either Party to enforce a breach of any provision or term of this Agreement
shall not be deemed to constitute a waiver of any such failure or breach, and shall not affect or limit
the right of either Party to thereafter enforce such term or provision.
22. Governmental Immunity Act. No term or condition of this Agreement shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or
other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24 -10-101, et seq.
23. Appropriations. The Parties understand and acknowledge that the Town is subject to Article X,
§20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the terms and
requirements of TABOR by the execution of this Agreement. It is understood and agreed that this
Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning
of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment
obligations of the Town are expressly dependent and conditioned upon the continued availability of
funds beyond the term of the City’s current fiscal period ending upon the next succeeding December
31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds
for that purpose being appropriated, budgeted, and otherwise made available in accordance with the
rules, regulations and resolutions of the Town, and other applicable law. Upon the failure to
appropriate such funds, this Agreement shall be terminated.
24. No Joint Venture or Partnership. Nothing contained in this Agreement is intended to create a
partnership or joint venture between the Parties with respect to the Project and any implication to the
contrary is hereby expressly disavowed. It is understood and agreed that this Agreement do es not
provide for the joint exercise by the Parties of any activity, function or service, nor does it create a
joint enterprise, nor does it authorize either Party to act as the agent for the other Party hereto for any
purpose whatsoever.
25. Liability. TPC shall cause all contractor(s) (including but not limited to TPC, if TPC is the contractor)
performing work funded by, or in furtherance of, this Agreement to, indemnify, hold harmless, and
defend the Town against any liability, damages, costs, expenses, claims, injuries and losses of
whatever nature arising in any way out of this Agreement.
26. Governing Law; Exclusive Jurisdiction. The terms of this Agreement shall be governed by the
laws of the State of Colorado. All actions and proceedings arising from or related to this Agreement
will be litigated in courts having situs within Eagle County, Colorado. The Parties hereto consent and
submit to the jurisdiction and venue of any such local or state court.
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May 28, 2025 FINAL
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5691232.1
27. Attorneys’ Fees. In any action between the Parties to enforce any term of this Agreement, the
prevailing Party shall be entitled to recover its expenses, including its reasonable attorneys’ fees,
from the non-prevailing Party.
28. Warranty of Authority. Each individual executing this Agreement on behalf of the Town and TPC
represents and warrants that he or she is duly authorized to execute and deliver this Agreement on
behalf of the Town or TPC, respectively, and that this Agreement is binding upon the T own and TPC.
29. Headings. The headings in this Agreement are for convenience of reference only, and shall not be
considered a part hereof or be given any effect in the construction or interpretation of this Agreement.
30. Construction. Each Party has participated in the drafting of this Agreement, which each Party
acknowledges is the result of extensive negotiations between the Parties. Accordingly, the Parties
agree that in the event an ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.
31. Counterparts and Electronic Signatures and Electronic Records. This Agreement may be
executed in two (2) counterparts, each of which shall be an original but which shall together
constitute one and the same instrument. In addition, the Parties consent to the use of electronic
signatures. The Agreement may be signed electronically by the Parties. The Parties agree not to
deny the legal effect or enforceability of the Agreement solely because it is in electronic form or
because an electronic record was used in its formation. The Parties agree not to object to the
admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic
document, or a paper copy of a document bearing an electronic signature, on the ground that it is an
electronic record or electronic signature or that it is not in its original form or is not an original.
IN WITNESS WHEREOF, the Town and TPC have hereunto executed this Agreement effective as of the
date first set forth above.
THE TOWN:
TOWN OF AVON
BY:_________________________________ ATTEST:__________________________________
Tamra N. Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk
( - ) - 2 * * — 0 ) B v A ? A D @ @ w B G ˜
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May 28, 2025 FINAL
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5691232.1
TPC:
TPC AVON MF PROPERTY OWNER LLC
By: TPC AVON MF MEZZ LLC, a Delaware limited liability company, its Manager
By: TPC AVON MF JV LLC, a Delaware limited liability company, its Manager
By: CH II TPC AVON MF LLC, a Delaware limited liability company, its Manager
By:
Timothy Schlichting, Manager
By:
Matthew Omundson, Manager
Docusign Envelope ID: 944F7F7F-F190-4422-A8F8-0052A916FDF6
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EXHIBIT A: BOSK APARTMENTS DEVELOPMENT LEGAL DESCRIPTION
LOT 9,
FOURTH AMENDED FINAL PLAT, AMENDED FINAL PLAT, THE VILLAGE (AT AVON) FILING 1, A
RESUBDIVISION OF LOT 1, THE PLAT OF WHICH IS RECORDED MARCH 13, 2024 AT RECEPTION
NO. 202402670, COUNTY OF EAGLE, STATE OF COLORADO
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EXHIBIT B: PROJECT DESCRIPTION
Description. The Project improvements will include the following:
Construction and specifications as set forth in the design plans from OZ Architecture dated [July 8, 2024],
including:
1. Appropriate grading
2. Construction of “Redi-Rock” or similar retaining walls
3. Installation of a crushed gravel path along the length of the recreation trail
4. Topsoil with native grass and wildflower seed mix and tree planting
5. Installation of irrigation systems, and
6. Installation of electrical conduit for future bollard lighting
Cost Sharing Agreement-Bosk Apartments
05.29.25
Final Audit Report 2025-06-03
Created:2025-06-02
By:Matt Pielsticker (mpielsticker@avon.org)
Status:Signed
Transaction ID:CBJCHBCAABAAJIJNlUNRyVZMfvpSbBpKYE2wxZVTd3sJ
"Cost Sharing Agreement-Bosk Apartments 05.29.25" History
Document created by Matt Pielsticker (mpielsticker@avon.org)
2025-06-02 - 10:48:10 PM GMT
Document emailed to tunderwood@avon.org for signature
2025-06-02 - 10:50:00 PM GMT
Email viewed by tunderwood@avon.org
2025-06-03 - 5:15:53 PM GMT
Signer tunderwood@avon.org entered name at signing as Tamra N Underwood
2025-06-03 - 5:38:49 PM GMT
Document e-signed by Tamra N Underwood (tunderwood@avon.org)
Signature Date: 2025-06-03 - 5:38:51 PM GMT - Time Source: server
Document emailed to Miguel Jauregui Casanueva (mjauregui@avon.org) for signature
2025-06-03 - 5:38:53 PM GMT
Email viewed by Miguel Jauregui Casanueva (mjauregui@avon.org)
2025-06-03 - 8:26:56 PM GMT
Document e-signed by Miguel Jauregui Casanueva (mjauregui@avon.org)
Signature Date: 2025-06-03 - 8:27:37 PM GMT - Time Source: server
Agreement completed.
2025-06-03 - 8:27:37 PM GMT
Cost Share Agreement: Bosk Apartments
May 28, 2025 FINAL
Page 1 of 9
5691232.1
COST SHARING AGREEMENT
(Bosk Apartments Recreation Trail)
THIS COST SHARING AGREEMENT (“Agreement”) is made effective on _____________, 2025 by and
between the Town of Avon, Colorado, a Colorado home rule municipality (“Town”), and TPC Avon MF
Property Owner LLC, a Delaware limited liability company (“TPC”), each a “Party” and collectively the
“Parties.”
WHEREAS, TPC owns property within the Town and legally described on Exhibit A: BOSK
APARTMENTS DEVELOPMENT attached hereto that it is currently in the process of developing (the
“Bosk Apartments Development”);
WHEREAS, the Town has a 25 foot wide easement in the property located adjacent to the Bosk
Apartments Development (the “Town Property”);
WHEREAS, in connection with the Bosk Apartments Development, TPC and the Town desire to complete
the grading for a recreation trail and complete related improvements constructed within and along the Town
Property and Bosk Apartments Development, respectively, which will serve to enhance the Bosk
Apartments Development and the Town’s community (the “Project”);
WHEREAS, the estimated cost of the Project is Five Hundred Thousand Dollars ($500,000) and the Parties
have agreed to share such cost subject to the terms and conditions set forth in this Agreement ; and
WHEREAS, the Parties desire by virtue of this Agreement to identify the scope of the Project, the
responsibities for the design and construction of the Project, the cost sharing associated with the Project, and
the ongoing responsibilities for the maintenance of the Project.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
Parties agree as follows:
1. Incorporation of Recitals. The Parties confirm and incorporate the foregoing recitals into this
Agreement.
2. Scope of the Trail Project. The Project shall be constructed and located as described in Exhibit B:
PROJECT DESCRIPTION.
3. Responsibilities of TPC. TPC will be responsible for the design, construction and completion of the
Project to the Town’s reasonable satisfaction. TPC’s responsibilities, include, without limitation,
contracting and supervision of the Project, subject, however, to the Town’s review, comment and written
approval (which shall not be unreasonably withheld, conditioned or delayed) with respect to the design
plans, materials to be used, and the contractors to be selected. TPC will advise the Town of the timeline
for the Project, will provide the Town copies of TPC’s agreements with the contractors engaged to
complete the Project, and will provide updates on the progress of the Project upon the Town’s request.
In addition, and upon completion of the Project, TPC shall provide the Town with an as-built survey of the
06/03/2025
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May 28, 2025 FINAL
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5691232.1
Project. The Town acknowledges that the design plans have already been provided to the Town, and
the Town has approved such plans.
4. Project Costs. It is estimated that to complete the Project it will cost Five Hundred Thousand Dollars
($500,000). The Parties acknowledge and agree the actual Project costs may be higher or lower than
those estimated. The Project costs will be split equally between the Parties; provided, however, in no
event will the Town’s responsibility for costs under this Agreement exceed Two Hundred Fifty Thousand
Dollars ($250,000).
5. Reimbursement of Third Party Project Costs. When the Project has been completed to the Town’s
reasonable satisfaction, TPC shall calculate and send the Town an itemized invoice for its share of the
third party Project costs (not to exceed Two Hundred Fifty Thousand Dollars ($250,000)) along with all
supporting documentation associated with such calculation and itemized invoice. The Town agrees to
pay all undisputed amounts under such invoice within 30 days of receipt.
6. Records and Audits. TPC shall at all times maintain a system of accounting in accordance with
generally accepted accounting principles, together with supporting documentation for all work,
purchases, and costs under this Agreement. TPC shall retain all such accounting records and
documentation for at least two (2) years after the completion of the Project. The Town has the right
(at the Town’s sole cost) to audit the accounting records and documentation of TPC related to the
Project at any time during the period of this Agreement and for two (2) years after the completion of
the Project. Except to the extent TPC disputes the results of the Town’s audit, TPC shall refund to the
Town any charges determined by the Town’s audit to be inconsistent with this Agreement. In the
event of a dispute, the Parties shall have all rights and remedies available to them at law or in equity.
7. License Granted to TPC. The Town grants TPC and its contractors the personal privilege and
permission to enter upon the Town Property within the Project area to complete the Project.
8. Acceptance by Town. Upon competion of the Project, Town shall have thirty (30) days after
receiving notice of completion to inspect and verify the completion of the Project. Town shall either
accept the completion of the improvements in writing or shall indicate in writing those items which are
not constructed in substantial conformity with the specifications of the Project and request those
items are corrected. There shall be no warranty period upon final acceptance by Town for those
items in the Project for which the Town agrees to maintain as described in Paragraph 10. below.
Notwithstanding anything to the contrary set forth in this Agreement, no Certificates of Occupancy
(CO) for the Bosk Apartments Development will be issued until the Project is completed to the
Town’s reasonable satisfaction.
9. Maintenance by TPC. After completion of the Project, during such period of ownership, the then
existing property owner of the Bosk Apartments Development agrees, at its sole cost and expense,
to maintain, repair and/or replace any retaining walls or anything on the retaining walls that are
constructed or installed as a part of the Project. Notwithstanding the foregoing, the property owner of
the Bosk Apartments Development shall not be responsible for, and shall not have any obligation to
maintain, any of the Town Maintenance Items (as defined below).
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10. Maintenance by Town. After completion of the Project, Town and its successors and permitted
assigns agree, at their sole cost and expense, to maintain, repair and/or replace any landscaping,
pathway, electrical installations, irrigation and any other improvements related to the recreation trail
within the Town’s recreation trail easement area (collectively, the “Town Maintenance Items”),
which are constructed as part of this Project or later installed by the Town of Avon. Notwithstanding
the foregoing, the Town shall not be responsible for, and shall not have any obligation to maintain,
the retaining walls which are constructed by TPC as part of this Project.
11. Insurance. TPC shall, or shall require its contractor(s) performing work funded by, or in furtherance
of, this Agreement to, obtain and maintain, at their own cost and expense, at all times during the term
of this Agreement: (a) Commercial General Liability Insurance with a limit of liability of at least One
Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) general aggregate,
and which provides coverage for bodily injury, death, damage to or destruction of property of others,
including loss of use thereof, and including products and completed operations and (b) Workers’
Compensation Insurance as required by law. Such Commercial General Liability Insurance policies
shall include the Town as an additional insured. Each of such insurance policies shall contain a
waiver of subrogation for the Town’s benefit. Further, the insurance coverages identified in this
Section 11 will be primary and noncontributory with respect to any insurance maintained by the
Town. Upon the Town’s request, TPC shall provide the Town with Certificates of Insurance and
additional insured endorsements evidencing the coverages required by this Section 11. The
Certificates of Insurance shall provide that such insurance will not be altered or canceled by the
issuing company without a minimum of 30 days (10 days for non -payment of premium) prior written
notice to the Town.
12. Cooperation. The Parties agree to cooperate with one another in accomplishing the terms, conditions,
and provisions of this Agreement, and will execute such additional documents as may be reasonably
necessary to effectuate the same.
13. Default and Right to Cure. In the event that any Party shall be in default of this Agreement, the
non-defaulting Party shall provide written notice to the defaulting Party specifically describing the
default. The Party allegedly in default shall have 30 days from the date of such notice to cure the
default. If such default is not so cured then, at the election of the non-defaulting Party, the non-
defaulting Party may pursue an action for specific performance, damages, or both.
14. No Third Party Rights. There are no third party beneficiaries of this Agreement and nothing in this
Agreement, express or implied, is intended to confer on any person other than the Parties hereto (and
their respective successors and permitted assigns), any rights, remedies, obligations or liabilities.
15. Compliance with Laws. In connection with its obligations under this Agreement, TPC must comply with
all Town codes, requirements, standards and specifications, as well as all other applicable law.
16. Notices. Any notice, request, or demand required or permitted to be given by either Party to the other
under this Agreement, shall be in writing and signed by or on behalf of the Party giving the notice and
addressed to the other Party at the address set forth below:
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5691232.1
If to the Town:
Town of Avon
Attn: Town Manager
P.O. Box 975
Avon, Colorado 81620
townmanager@avon.org
Town of Avon
Attn: Town Attorney
P.O. Box 975
Avon, Colorado 81620
townattorney@avon.org
If to TPC:
TPC Avon MF Property Owner LLC
7001 E. Belleview Ave., Ste. 650
Denver, CO 80237
Attn: Jeff Farmer & Troy Peterson
Jeff.farmer@primew.com
Troy.Peterson@primew.com
A Party may change its address for notices by providing notice of the change of address in writing. Each
notice, request, or demand shall be deemed sufficiently given, served, or sent for all purposes hereunder (i)
three (3) days after it is mailed by United States certified mail, return receipt requested, with postage prepaid,
(ii) upon personal delivery, (iii) one (1) business day after deposit with any recognized commercial air courier
or express service, or (iv) upon acknowledgement of receipt of communication by email.
17. Assignment. Neither Party may assign this Agreement or any of such Party’s rights or obligations
hereunder without the prior written consent of the other Party. This Agreement shall be binding on
and inure to the benefit of the Parties and their respective permitted successors and assigns.
Notwithstanding the foregoing, upon completion of the Project, TPC’s obligation to maintain the
retaining walls shall run with the land and shall be automatically assigned to subsequent owners of
the Bosk Apartments Development property.
18. Recordation. This Agreement shall be recorded with the Eagle County Clerk and Recorder and shall
run with the land.
19. Complete Agreement; Modifications. This Agreement, together with its Exhibits, contains the entire
understanding of the Parties and supersedes all verbal or prior written agreements, arrangements, and
understandings of the Parties relating to the subject matter stated herein. The Parties further intend that
this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic
evidence may be introduced to reform this Agreement in any judicial proceeding involving this
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Agreement. There shall be no modifications of this Agreement except in writing, executed by the Parties
with the same formalities as this instrument.
20. Severability. If any provision of this Agreement is held invalid or unenforceable by a court with
competent jurisdiction, the remainder of this Agreement shall not be affected and each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
21. No Waiver. The failure of either Party to enforce a breach of any provision or term of this Agreement
shall not be deemed to constitute a waiver of any such failure or breach, and shall not affect or limit
the right of either Party to thereafter enforce such term or provision.
22. Governmental Immunity Act. No term or condition of this Agreement shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or
other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24 -10-101, et seq.
23. Appropriations. The Parties understand and acknowledge that the Town is subject to Article X,
§20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the terms and
requirements of TABOR by the execution of this Agreement. It is understood and agreed that this
Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning
of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment
obligations of the Town are expressly dependent and conditioned upon the continued availability of
funds beyond the term of the City’s current fiscal period ending upon the next succeeding December
31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds
for that purpose being appropriated, budgeted, and otherwise made available in accordance with the
rules, regulations and resolutions of the Town, and other applicable law. Upon the failure to
appropriate such funds, this Agreement shall be terminated.
24. No Joint Venture or Partnership. Nothing contained in this Agreement is intended to create a
partnership or joint venture between the Parties with respect to the Project and any implication to the
contrary is hereby expressly disavowed. It is understood and agreed that this Agreement do es not
provide for the joint exercise by the Parties of any activity, function or service, nor does it create a
joint enterprise, nor does it authorize either Party to act as the agent for the other Party hereto for any
purpose whatsoever.
25. Liability. TPC shall cause all contractor(s) (including but not limited to TPC, if TPC is the contractor)
performing work funded by, or in furtherance of, this Agreement to, indemnify, hold harmless, and
defend the Town against any liability, damages, costs, expenses, claims, injuries and losses of
whatever nature arising in any way out of this Agreement.
26. Governing Law; Exclusive Jurisdiction. The terms of this Agreement shall be governed by the
laws of the State of Colorado. All actions and proceedings arising from or related to this Agreement
will be litigated in courts having situs within Eagle County, Colorado. The Parties hereto consent and
submit to the jurisdiction and venue of any such local or state court.
Cost Share Agreement: Bosk Apartments
May 28, 2025 FINAL
Page 6 of 9
5691232.1
27. Attorneys’ Fees. In any action between the Parties to enforce any term of this Agreement, the
prevailing Party shall be entitled to recover its expenses, including its reasonable attorneys’ fees,
from the non-prevailing Party.
28. Warranty of Authority. Each individual executing this Agreement on behalf of the Town and TPC
represents and warrants that he or she is duly authorized to execute and deliver this Agreement on
behalf of the Town or TPC, respectively, and that this Agreement is binding upon the T own and TPC.
29. Headings. The headings in this Agreement are for convenience of reference only, and shall not be
considered a part hereof or be given any effect in the construction or interpretation of this Agreement.
30. Construction. Each Party has participated in the drafting of this Agreement, which each Party
acknowledges is the result of extensive negotiations between the Parties. Accordingly, the Parties
agree that in the event an ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.
31. Counterparts and Electronic Signatures and Electronic Records. This Agreement may be
executed in two (2) counterparts, each of which shall be an original but which shall together
constitute one and the same instrument. In addition, the Parties consent to the use of electronic
signatures. The Agreement may be signed electronically by the Parties. The Parties agree not to
deny the legal effect or enforceability of the Agreement solely because it is in electronic form or
because an electronic record was used in its formation. The Parties agree not to object to the
admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic
document, or a paper copy of a document bearing an electronic signature, on the ground that it is an
electronic record or electronic signature or that it is not in its original form or is not an original.
IN WITNESS WHEREOF, the Town and TPC have hereunto executed this Agreement effective as of the
date first set forth above.
THE TOWN:
TOWN OF AVON
BY:_________________________________ ATTEST:__________________________________
Tamra N. Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk
( - ) - 2 * * — 0 ) B v A ? A D @ @ w B G ˜
Cost Share Agreement: Bosk Apartments
May 28, 2025 FINAL
Page 7 of 9
5691232.1
TPC:
TPC AVON MF PROPERTY OWNER LLC
By: TPC AVON MF MEZZ LLC, a Delaware limited liability company, its Manager
By: TPC AVON MF JV LLC, a Delaware limited liability company, its Manager
By: CH II TPC AVON MF LLC, a Delaware limited liability company, its Manager
By:
Timothy Schlichting, Manager
By:
Matthew Omundson, Manager
Docusign Envelope ID: 944F7F7F-F190-4422-A8F8-0052A916FDF6
Cost Share Agreement: Bosk Apartments
May 28, 2025 FINAL
Page 8 of 9
5691232.1
EXHIBIT A: BOSK APARTMENTS DEVELOPMENT LEGAL DESCRIPTION
LOT 9,
FOURTH AMENDED FINAL PLAT, AMENDED FINAL PLAT, THE VILLAGE (AT AVON) FILING 1, A
RESUBDIVISION OF LOT 1, THE PLAT OF WHICH IS RECORDED MARCH 13, 2024 AT RECEPTION
NO. 202402670, COUNTY OF EAGLE, STATE OF COLORADO
Cost Share Agreement: Bosk Apartments
May 28, 2025 FINAL
Page 9 of 9
5691232.1
EXHIBIT B: PROJECT DESCRIPTION
Description. The Project improvements will include the following:
Construction and specifications as set forth in the design plans from OZ Architecture dated [July 8, 2024],
including:
1. Appropriate grading
2. Construction of “Redi-Rock” or similar retaining walls
3. Installation of a crushed gravel path along the length of the recreation trail
4. Topsoil with native grass and wildflower seed mix and tree planting
5. Installation of irrigation systems, and
6. Installation of electrical conduit for future bollard lighting
Cost Sharing Agreement-Bosk Apartments
05.29.25
Final Audit Report 2025-06-03
Created:2025-06-02
By:Matt Pielsticker (mpielsticker@avon.org)
Status:Signed
Transaction ID:CBJCHBCAABAAJIJNlUNRyVZMfvpSbBpKYE2wxZVTd3sJ
"Cost Sharing Agreement-Bosk Apartments 05.29.25" History
Document created by Matt Pielsticker (mpielsticker@avon.org)
2025-06-02 - 10:48:10 PM GMT
Document emailed to tunderwood@avon.org for signature
2025-06-02 - 10:50:00 PM GMT
Email viewed by tunderwood@avon.org
2025-06-03 - 5:15:53 PM GMT
Signer tunderwood@avon.org entered name at signing as Tamra N Underwood
2025-06-03 - 5:38:49 PM GMT
Document e-signed by Tamra N Underwood (tunderwood@avon.org)
Signature Date: 2025-06-03 - 5:38:51 PM GMT - Time Source: server
Document emailed to Miguel Jauregui Casanueva (mjauregui@avon.org) for signature
2025-06-03 - 5:38:53 PM GMT
Email viewed by Miguel Jauregui Casanueva (mjauregui@avon.org)
2025-06-03 - 8:26:56 PM GMT
Document e-signed by Miguel Jauregui Casanueva (mjauregui@avon.org)
Signature Date: 2025-06-03 - 8:27:37 PM GMT - Time Source: server
Agreement completed.
2025-06-03 - 8:27:37 PM GMT